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HomeMy WebLinkAboutAgenda Packet - November 28, 2011 CC Spec OF c'i<rrcR�V NOTICE AND CALL OF A SPECIAL MEETING OF THE CITY COUNCIL OF THE CITY OF AZUSA TO THE MEMBERS OF THE CITY COUNCIL OF THE CITY OF AZUSA: NOTICE IS HEREBY GIVEN that a Special Meeting of the City Council of the City of Azusa is hereby called to be held MONDAY, NOVEMBER 28, 2011 immediately following the Utility Board meeting, which begins at 6:30 p.m. at the Azusa Light and Water Conference Room located at 729 N. Azusa Avenue, Azusa, California. Said Special Meeting shall be for the purpose of discussing, hearing and taking action on the items listed below: AGENDA A. PRELIMINARY BUSINESS • Call to Order • Roll Call B. PUBLIC PARTICIPATION- Limited to item listed on this Special Meeting Notice. C. AGENDA ITEMS 1. LICENSE AGREEMENT WITH THE TARGET CORPORATION FOR USE OF CITY-OWNED PROPERTY LOCATED AT 812 N. AZUSA/801 N. ALAMEDA (FORMERLY JOHNNY'S TOWING) RECOMMENDED ACTION: Approve the License Agreement with Target Corporation and authorize the City Manager to execute the License Agreement to permit the temporary use of the City-owned property. D. ADJOURNMENT 1. Adjourn In compliance with Government Code Section 54957.5, agenda materials are available for inspection by members of the public at the following locations: Azusa City Clerk's Office - 213 E. Foothill Boulevard, Azusa City Library - 729 N. Dalton Avenue, and Azusa Police Department Lobby - 725 N. Alameda, Azusa, California. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a city meeting, please contact the City Clerk at 626-812-5229. ed. /. (oF ? ' us . AGENDA ITEM TO: THE HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL te FROM: KURT E. CHRISTIANSEN, ECONOMIC AND COMMUNITY DEVELOPMENT DIRECTOR VIA: F.M. DELACH, CITY MANAGER jr/kA0 DATE: NOVEMEBR 28, 2011 SUBJECT: LICENSE AGREEMENT WITH THE TARGET CORPORATION FOR USE OF CITY-OWNED PROPERTY LOCATED AT 812 N. AZUSA/801 N. ALAMEDA (FORMERLY JOHNNY'S TOWING) RECOMMENDATION It is recommended that the City Council approve the License Agreement with Target Corporation and authorize the City Manager to execute the License Agreement to permit the temporary use of the City-owned property. BACKGROUND On November 1, 2010, the Agency Board approved a License Agreement with Target Corporation to permit the temporary use of the City-owned property located at 812 N. Azusa/801 N. Alameda to provide temporary parking for Target employees during the holiday season. As a"Condition of Approval," Target is required to provide temporary employee parking off-site during the month of December. Target is once again requesting the City's permission to use the City-owned property located at 812 N. Azusa and 801 N. Alameda Avenues from December 1, 2011 through December 31, 2011 for temporary parking of Target employees during the holiday season. The use of the City-owned property will provide for off-site temporary parking of Target employees and secure a temporary parking area during the holiday season to satisfy the "Condition of Approval," requirement. The lot would be open for use by Target employees during the same hours as the store. The access gates located on the property would be properly secured and have the appropriate signage to prevent entry to through traffic so that employees can safely park their vehicles. i . After all the employees have gone home, the lot would be closed for the evening. Prior to allowing Target employee parking on site, Target would be responsible for providing the required Certificate of Insurance naming the City as additional insured. The City would be agreeing to grant Target a License Agreement for the purposes stipulated in the terms/conditions set forth in the attached agreement. The license agreement will terminate on December 31, 2011 Property Description The property is located across the street from the new Target Store at 812 N. Azusa/801 N. Alameda Avenues. The property is fenced, secure, and has a small building with available on- site parking. The building will not be used by Target employees. The property site is detailed in the License Agreement(Exhibit B) Licensee Fee and Term Staff has review rental rates for vacant land, and the proposed temporary use of this site, and concluded that a fee of$500/month is a fair usage fee. The term of the License Agreement will begin immediately pending City Council approval, and will end December 31, 2011. FISCAL IMPACT The City will earn a minimum of$500 for its current operating expenses. Attachments: 1. License Agreement LICENSE AGREEMENT This License Agreement("Agreement")is entered into this 1 St day of December 2011,by and between THE CITY OF AZUSA, a public body, corporate and politic ("Licensor") and Target Corporation, a Minnesota Corporation("Licensee"). RECITALS A. Licensor is the owner of real property more particularly described in Exhibit "A", Legal Description(the "Property"), attached hereto and incorporated herein by reference. B. Licensee desires to obtain permission to gain access to the Property to use it for temporary employee parking. The Licensee and its agents may access the Property,as illustrated in Exhibit "B" Site Map ("Property"), no earlier than the date of this Agreement, and subject to this Agreement having been fully executed by all parties and all insurance submittals completed and received by Licensor. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. License and Use of Property. Licensor hereby grants Licensee,its employees,agents, contractors,representatives and nominees a revocable license and the right to enter onto the Property in order to use it for a temporary employee parking during the holiday season in conjunction with the Target Store located at 809 N. Azusa and 812 N Alameda Avenue, Azusa, CA. The License Agreement shall terminate on December 31, 2011 While this Agreement is in effect,Licensee is responsible for the following: a. Licensee shall pay Licensor a license fee of Five Hundred Dollars and No/100($500.00)monthly on or before the 1st day of each month. Late fees of$25.00 will be due and payable for each late monthly payment received after the 10th day of each month. b. Licensee will use the property only for those uses described in this Section 1. c. The Licensee will be responsible for any security, utilities, trash collection, maintenance, or any other services necessary to maintain the site for the Licensee's use of the property. 2. Term and Condition of Property. This Agreement shall be effective on no earlier than the date of this Agreement and subject to this Agreement having been fully executed by all parties and all insurance submittals completed and received by Licensor;and shall expire,if not terminated sooner, in accordance with this section, on December 31,2011. Licensee has the option to extend this Agreement, upon written request from the Licensee and agreement by the Licensor. Licensor shall have the right to immediately terminate this Agreement if Licensee continues to violate any 45636.00000\5707959.1 provision of this Agreement after notice to Licensee of such violation.Licensor's termination of this Agreement shall be effective upon giving Licensee written notice of termination. 3. Development Rights. The approval of this License Agreement shall not independently confer development rights or create any long term rights to use, occupy or buy the Property. • 4. Licenses,Permits,and Approvals. Prior to entering onto the Property,Licensee shall have obtained all licenses, permits, and approvals which are required by the City of Azusa, the County of Los Angeles, or any other entity having jurisdiction, in order for Licensee to use the Property for the purposes described herein. 5. Indemnification. With respect to Licensee's entry as provided for herein, Licensee shall defend, indemnify and hold Licensor and the City of Azusa, and their officers, officials, employees and agents harmless from and against any and all claims for actual or alleged losses,costs (including reasonable attorneys' fees and actual litigation costs), damages, actions or expenses arising out of the Licensee's use of the Property. Notwithstanding anything to the contrary herein, this indemnification shall not be applicable with respect to matters resulting from the negligence or willful acts of Licensor, its agents or employees. This Section 5 shall survive the expiration or termination of this Agreement. 6. Hazardous Materials Indemnity. Licensee agrees to indemnify, defend and hold Licensor and its elected and appointed officials,employees and agents harmless from and against all claims, demands, causes of action, damages,judgments, costs, expenses and fees for injury to or death of persons or loss or damage to property arising by reason of the use, generation, storage or disposal of hazardous materials by Licensee on the Property resulting from the activities contemplated by this Agreement and the cost of any required or necessary repair, cleanup or detoxification to the full extent that such liability is attributable,directly or indirectly,to the presence or use, generation, storage, release, threatened release, or disposal of hazardous materials by Licensee on the Property. Licensee shall have no responsibility to Licensor, and Licensor hereby releases Licensee from liability for any injury to or death of persons or loss or damage to property arising out of hazardous materials existing on the Property prior to the term of this Agreement.For the purpose of this provision, "hazardous materials" shall include, without limitation, substances defined as "Hazardous Substances," "Hazardous Materials," "Toxic Substances," "Hazardous Waste,""Extremely Hazardous Waste,"or"Restricted Hazardous Waste,"or stated to be known to cause cancer or reproductive toxicity, under the Comprehensive Environment Response, Compensation and Liability Act of 1980, amended, 42 U.P.S.C. Sections 9601, et seq.; the Hazardous Materials Transportation Act , 49 U.P.S.C. Section 1801, et seq.; the Resource Conservation and Recovery Act, 41 U.S.C. Section 6901,et seq.; Federal Water Pollution Control Act, 33 U.S.C., Sections 1317, et seq.; Section 25115, 25117, 25112.7, 25140, 25249.5, 25249.8, 25281, 25316, or 25501 of the California Health and Safety Code; or any substances so defined or stated in any of the regulations adopted and publications promulgated pursuant to said laws and they may be amended from time to time. 45636.00000\5707959.1 7. Insurance. 7.1 Licensee shall obtain, at Licensee's sole cost and expense, and keep in full force and effect, during the term of this Agreement, a policy of comprehensive general liability insurance or commercial general liability insurance under which Licensee is named as the insured and Licensor is named by endorsement as an additional insured but only as respect to claims against them arising out of the acts or omissions of Licensee or Licensee's use of the Property. Such policy shall contain(a) a contractual liability endorsement, (b) a provision that, for all claims, accidents, injuries and damages occurring in or about the Property, provides primary coverage without contribution from any other insurance carried by or for the benefit of Licensor,(c)the policy shall be non-cancelable with respect to Licensor and(d)the amount thereof shall not be reduced unless thirty (30)days' written notice shall have been given to Licensor by certified mail,return receipt requested, which notice shall contain the policy number and the names of the insured and additional insureds. The minimum limits of liability shall be a combined single limit with respect to each occurrence in an amount of not less than$2,000,000 for injury(or death)or damage to property arising from any one occurrence (which$2,000,000 limit shall apply separately at the Property) and $2,000,000 for the aggregate of all occurrences at all locations within each policy year. All insurance required to be carried by Licensee pursuant to the terms of this Agreement shall be effected under valid and enforceable policies issued by reputable and independent insurers permitted to do business in the State of California,and rated in Best's Insurance Guide,or any successor thereto(or if there be none, an organization having a national reputation) as having a`Best's Rating" of"A"and a"Financial Size Category"of at lease"X"or if such ratings are not then in effect, the equivalent thereof. The Licensee shall cause the policy(ies)to be endorsed to name the City of Azusa,and the City of Azusa as insureds. 7.2 Licensee shall procure an appropriate clause in, or endorsement on, any insurance policy(ies) covering the Property pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery consistent with the release, discharge, exoneration and covenants not to sue contained herein. 7.3 On or prior to Licensee's entry onto the Property, Licensee shall deliver to Licensor appropriate endorsements to the policies of insurance required to be carried pursuant to Section 7, including evidence of waivers of subrogation as required pursuant to Section 7.2. Evidence of each renewal or replacement of a policy shall be delivered by Licensee to Licensor not less than twenty(20)days before the expiration of the insurance policy then in effect. Licensee may maintain the insurance required under this Section 7 under blanket or umbrella policies, as applicable,issued to Licensee covering other properties owned or leased by Licensee;provided that the policies otherwise comply with this Section 7 and allocate to the Property the coverage specified by this Section 7, without possibility of reduction or coinsurance by reason of, or damage to, any other properties named therein, and if the insurance required by this Section 7 shall be effected by any such blanket or umbrella policies,Licensee shall furnish to Licensor certified copies or duplicate originals of such policies in place of the originals, with schedules thereto attached showing the amount of insurance afforded by such policies applicable to the Property. Licensee may provide the insurance required under this Section 7 through a plan of self insurance. 45636.00000\5707959.1 7.4 From time to time upon request of Licensor,Licensee shall deliver to Licensor evidence that Licensee is carrying insurance required to be carried pursuant to this Section 7, including evidence of waivers of subrogation as required pursuant to Section 7.2. 7.5 Notwithstanding anything herein to the contrary,(i) Licensee waives all rights of recovery, claims, actions or causes of action, against Licensor, and its officers, officials, employees and agents, for any loss or damage to persons or property, (including, without implied limitation, wrongful death) during the term of this Agreement; and (ii) Licensor hereby releases Licensee from liability for any loss or damage which is covered or coverable by Licensor's property insurance as further described in Exhibit "C", attached hereto and incorporated herein by this reference,this release being effective to the extent such insurance was or was not actually in effect at the time of such loss or damage. (a) Licensee and Licensor each hereby acknowledge that it has read and is familiar with the provisions of California Civil Code Section 1542("Section 1542"), which is set forth below: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." (b) By initialing below, Licensee and Licensor hereby waive the provisions of Section 1542 solely in connection with the matters which are the subject of the foregoing waivers and releases: Licensee's Initials Licensor's Initials 8. Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address or at such other address as the respective parties may provide in writing for this purpose: Licensor: City of Azusa 213 East Foothill Boulevard Azusa, CA 91702 Attention: F.M. Delach, City Manager Licensee: Target Corporation Property Development 1000 Nicollet Mall, TPN-12H Minneapolis, MN 55403 Attention: Real Estate Existing Stores/Azusa, CA 45636.00000\5707959.1 9. Attorneys' Fees. In any action between Licensee and Licensor seeking enforcement of any of the terms and provisions of this Agreement or a declaration as to the meaning hereof,or in connection with the Property, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to taxable costs, reasonable attorneys' fees and reasonable fees of expert witnesses. 10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. 11. Entire Agreement;Amendments. This Agreement contains all of the agreements of the parties hereto with respect to the matters contained herein and all prior or contemporaneous agreements or understandings,oral or written,pertaining to any such matters are merged herein and shall not be effective for any purpose. No provision of this Agreement may be amended or added to except by an Agreement in writing signed by the parties hereto or their respective successors in interest and expressly stating that it is an amendment of this Agreement. 12. Further Assurances. Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent and agreements of the parties hereto. 13. Third Party Beneficiaries. The City of Azusa shall be deemed an intended third party beneficiary of this Agreement. There are no other third parties intended to be beneficiaries of any obligation or right assumed by the Parties under this Agreement. 14. Counterparts. This Agreement may be executed in counterparts and when so executed by both parties, each such counterpart will constitute an original document and both such counterparts will constitute one and the same agreement. IN WITNESS WHEREOF,the parties have executed this Agreement as of the date and year first written above. (SIGNATURES ON FOLLOWING PAGE) 45636.00000\5707959.1 SIGNATURE PAGE TO LICENSE AGREEMENT BY AND BETWEEN THE CITY OF AZUSA AND TARGET CORPORATION • THE CITY OF AZUSA TARGET CORPORATION, A MINNESOTA CORPORATION By: By: F. M. Delach Name: City Manager Title: Attest: Vera, Mendoza City Clerk Approved as to Form: Best Best& Krieger LLP City Attorney 45636.00000\5707959.1 EXHIBIT "A" LEGAL DESCRIPTION PARCEL 1 : LOT(S) 5, 6, 7, 8, 9, 10, 11, 12 AND 13 IN BLOCK 20, OF THE TOWNSITE OF AZUSA, IN THE CITY OF AZUSA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGE(S) 93 TO 96 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THAT PORTION OF SAID LOT 5, ALL SUBSURFACE OIL, GAS AND MINERALS LYING MORE THAN 500 FEET BELOW THE SURFACE OF SAID PROPERTY, BUT WITHOUT ANY RIGHT OF SURFACE ENTRY,AS RESERVED IN THE DEED DATED JULY 13, 1967 FROM SOUTHERN PACIFIC COMPANY, A DELAWARE CORPORATION, TO MARY C. SHETON, RECORDED AUGUST 22, 1967 IN BOOK 133743 PAGE I36, INSTRUMENT NO. 1028, OFFICIAL RECORDS. PART OF THE RANCHO AZUSA, AS FINALLY CONFIRMED TO HENRY DALTON, AS PER MAP RECORDED IN BOOK 2, PAGES 106 AND 107 OF PATENTS, RECORDS OF LOS ANGELES COCiN1'Y, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; AND ALSO TIIAT PORTION OF A VACATED ALLEY TO THE WEST OF LOT 13 IN BLOCK 20 OF THE TOWNSITE OF AZUSA, AS PER MAP RECORDED IN BOOK 15, PAGES 93 TO 96, INCLUSIVE OF MISCELLANEOUS RECORDS OF SAID COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 13; THENCE SOUTHERLY ALONG THE WEST LINE OF ALAMEDA AVENUE (100 FEET WIDE), A DISTANCE OF 50.00 FEET, MORE OR LESS TO THE NORTH LINE OF THE LAND REFERRED TO AS RIGHT-OF-WAY AND DEPOT GROUNDS CONVEYED BY DEED TO THE SOUTHERN CALIFORNIA RAILWAY COMPANY, RECORDED IN BOOK 634, PAGE 181, OF DEEDS; THENCE WESTERLY ALONG SAID NORTH LINE TO THE INTERSECTION THEREOF, WITH THE SOUTHERLY PROLONGATION OF THE CENTER LINE OF THE ALLEY (20 FEET WIDE) ADJOINING SAID LOT 13, ON THE WEST, AS SHOWN ON SAID MAP; THENCE NORTHERLY ALONG SAID SOUTHERLY PROLONGATION AND THE CENTERLINE OF SAID ALLEY, TO THE EASTERLY EXTENSION OF THE NORTH LINE OF LOT 39 OF SMD BLOCK AND TRACT; THENCE EASTERLY ALONG THE EASTERLY EXTENSION OF THE NORTH LINE OF LOT 39 TO THE WEST LINE OF LOT 13 OF SAID BLOCK AND TRACT; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID LOT 13, TO THE SOUTHERLY LINE OF LOT 13 TO THE POINT OF BEGINNING. PARCEL 2: LOT(S) 37, 38, 39 AND 40 OF BLOCK 20 OF MAP OF AZUSA, IN THE CITY OF AZUSA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGE(S) 93 TO 96 INCLUSIVE OF MISCELLANEOUS RECORDS, 1N THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALSO A STRIP OF LAND DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 40; THENCE ALONG AZUSA AVENUE, SOUTH 50.00 FEET, MORE OR 45636.00000\5707959.1 LESS TO THE NORTHERLY LINE OF LAND REFERRED T(3 AS RIGHT OF WAY AND DEPOT GROUNDS, CONVEYED BY DEED TO THE SOUTHERN CALIFORNIA RAILWAY COMPANY, RECORDED IN BOOK 634 PAGE(S) 181 OF DEEDS; THENCE EASTERLY ALONG SAID NORTHERLY LINE TO THE SOUTHERLY PROLONGATION OF THE CENTERLINE OF THE ALLEY, (20 FEET WIDE), ADJOINING SAID LOTS ON THE EAST, AS SI-lo v\I ON SAID MAP; THENCE NORTHERLY ALONG SAID SOUTHERLY PROLONGATION, 50.0 ► FEET, MORE OR LESS, TO THE SOUTHERLY LINE Or SAID BLOCK 20; THENCE WESTERLY ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. THAT PORTION OF THAT CERTAIN NORTH/ SOUTH ALLEY, 20 FEET WIDE AS SHOWN ON MAP OF AZUSA, IN THE CITY OF AZUSA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGE(S) 93 TO 96 INCLUSIVE OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN BLOCK 20 OF SAID MAP OF AZUSA, BOUNDED AS FOLLOWS: BOUNDED ON THE WEST BY EASTERLY LINES OF LOTS 37 AND 38, SAID BLOCK 20: BOUNDED ON THE EAST BY THE WESTERLY LINE OF LOT 33; BOUNDED ON THE SOUTH BY THE NORTHERLY PROLONGATION OF LOT 39; AND BOUNDED ON THE NORTH BY THE NORTHERLY PROLONGATION OF LOTS 30 AND 13. • EXHIBIT "B" SITE MAP 812 NORTH AZUSA AVE,AZUSA, CA 91702 & 801 NORTH ALAMEDA AVENUE, AZUSA, CA 91702 ASSESSORS MAP PARCEL FOR APNS: 8608-025-903, 8608-025-904, 8608-025-905, 8608-025-906 8608 25 9P A• TRA REVISED 20D9021e1000900427 2.010/0607.1071.1,17 SEARCH NO OFFICE OF THE ASSESS 007-2. 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N `F f _.,--- __---" Z N cr R r C.AUp.. ir, 6. ASSOCIATES _. 45636.00000\5707959.1 EXHIBIT "C" LICENSOR'S PROPERTY INSURANCE